SEC Form 4 · accession 0001441557-16-000068

PSM HOLDINGS INC · PSMH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael Margolies

Director · 10% Owner

Period of report

Apr 6, 2016

Accepted (ET)

Apr 8, 2016 · 5:25 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001362180

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—	—	175,000	D
Common Stock^F1	holding	—	—	—	39,741	I	LLC
Common Stock	holding	—	—	—	10,000	I	Trust
Common Stock^F12	holding	—	—	—	28,262	I	LLC
Common Stock^F12	holding	—	—	—	35,567	I	LLC
Common Stock^F13	holding	—	—	—	5,479	I	LLC
Common Stock	holding	—	—	—	203,261	D
Common Stock	holding	—	—	—	1,429,393	D
Common Stock	holding	—	—	—	10,951,132	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Preferred Series E Stock^F10,F11,F3	$0.01	Apr 6, 2016	P	513	A	Apr 6, 2016	—	Common Stock	51,250,000	51,250,000	I
Warrants^F15	$0.011	Apr 6, 2016	A	4,347,000	A	Apr 6, 2016	Apr 6, 2021	Common Stock	4,347,000	5,042,630	D
Preferred Series A Stock^F2,F4,F3	$0.08	holding	—	—	—	Feb 4, 2013	—	Common Stock	59,200,000	59,200,000	I
Preferred Series C Stock^F5,F6,F3	$0.03	holding	—	—	—	Apr 1, 2014	—	Common Stock	76,800,000	76,800,000	I
Preferred Series E Stock^F7,F8,F3	$0.01	holding	—	—	—	Nov 24, 2014	—	Common Stock	76,869,975	76,869,975	I
Preferred Series E Stock^F9,F8,F3	$0.01	holding	—	—	—	Dec 15, 2014	—	Common Stock	26,355,420	103,225,395	I
Warrants^F14	$0.04	holding	—	—	—	Feb 5, 2013	Feb 5, 2018	Common Stock	695,630	695,630	D

Explanation of responses

F1Shares held by LB Consulting, LLC of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
F10The 512.5 shares of Series E Convertible Preferred Stock are convertible at a rate of 100,000 shares of Common Stock for each share of preferred stock converted.
F11Preferred Shares held by LB Merchant PSMH-4, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
F12Shares held by LB Merchant PSMH-1, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
F13Shares held by LB Merchant PSMH-2, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
F14On April 6, 2016 the Company issued 862.5 Series E Preferred Shares with a conversion price of $0.01 which triggered an adjustment to the conversion price pursuant to the Warrant Agreement.
F15Received warrants pursuant to the Stock Purchase Agreement dated 4/6/16 in connection with the Second Series E transaction.
F2The 3,700 shares of Series A Convertible Preferred Stock are convertible at a rate of 16,000 shares of Common Stock for each share of preferred stock converted. On April 6, 2016 and pursuant to the provisions of the Certificate of Designation for the Series A Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current conversion price of the Series A Preferred Stock the conversion price was adjusted to $0.08 per share
F3No expiration date.
F4Preferred shares held by LB Merchant PSMH-1, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
F5The 1,800 shares of Series C Convertible Preferred Stock are convertible at a rate of 42,667 shares of Common Stock for each share of preferred stock converted. On November 24, 2014 and pursuant to the provisions of the Certificate of Designation for the Series C Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current conversion price of the Series C Preferred Stock, the conversion price was adjusted to $0.03 per share.
F6Preferred shares held by LB Merchant PSMH-2, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein
F7The 612.5 shares of Series E Convertible Preferred Stock are convertible at a rate of 125,502 shares of Common Stock for each share of preferred stock converted. On April 6, 2016 and pursuant to the provisions of the Certificate of Designation for the Series C Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current conversion price of the Series C Preferred Stock, the conversion price was adjusted to $0.01 per share.
F8Preferred Shares held by LB Merchant PSMH-3, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
F9The 210 shares of Series E Convertible Preferred Stock are convertible at a rate of 125,502 shares of Common Stock for each share of preferred stock converted. On April 6, 2016 and pursuant to the provisions of the Certificate of Designation for the Series C Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current conversion price of the Series C Preferred Stock, the conversion price was adjusted to $0.01 per share.